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1 Terms and Conditions of Use
2
3 IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN YOU
4 (HEREAFTER, "YOU" OR "YOUR") ARE ORDERING OR ACCESSING THE LISTED
5 SERVICES AND/OR SOFTWARE FROM LOGMEIN, INC. ("LMI"). These terms
6 and conditions ("Terms") govern the use and licensing by LMI of the
7 following LogMeIn® service(s) and related software: (LogMeIn Backup®,
8 LogMeIn® Central™, LogMeIn Free®, LogMeIn® Ignition™, LogMeIn IT
9 Reach®, LogMeIn® Mac, LogMeIn Pro®, LogMeIn Pro2®, LogMeIn Rescue®,
10 LogMeIn® Rescue+Mobile™, LogMeIn Hamachi®, LogMeIn Hamachi2® and
11 any other related software or services) (the "Service") and the Network
12 Console™ software (the "Software" and together with the Service, the
13 "Products"). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING
14 THE "SUBMIT" OR "ACCEPT" BUTTONS, SIGNING, USING ANY OF THE PRODUCTS OR
15 OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND
16 WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND
17 ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (THE
18 "CONTRACTING PARTY") AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY
19 TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY
20 AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION
21 OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR
22 OTHER TERMS LISTED ON A PURCHASER ORDER OR THE LIKE YOU OR THE CONTRACTING
23 PARTY MAY PROVIDE LMI AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR
24 OTHER TERMS LISTED ON SUCH PURCHASE ORDER OR THE LIKE ARE HEREBY NULL
25 AND VOID. LMI reserves the right, exercised in its sole discretion, to
26 change, modify, add, or delete portions of these Terms at any time in
27 accordance with the procedures set forth below in the section labeled
28 "Modifications".
29
30 1. Registration
31
32 To use the Products, You and/or the Contracting Party may be required
33 to complete and submit a registration form ("Registration Form"). As
34 part of this registration process for, You and the Contracting Party
35 agree to: (i) provide certain limited information about Yourself and
36 the Contracting Party as prompted to do so by during the registration
37 process or thereafter by the Products (such information to be current,
38 complete and accurate) and (ii) maintain and update this information
39 as required to keep it current, complete and accurate. The information
40 requested at the time of the original signup shall be referred to
41 as registration data ("Registration Data"). You may not register for
42 any Service if You are under 18 years of age. By registering, You and
43 the Contracting Party represent to LMI that You are 18 years of age or
44 older. If LMI discovers that any of Your Registration Data is inaccurate,
45 incomplete or not current, or if LMI determines, in its sole discretion,
46 that You or the Contracting Party are not an appropriate subscriber or
47 user of the Products, LMI may terminate all rights to access, receive, use
48 and license the Products, Service and Software immediately upon notice.
49 Your and the Contracting Party's assent to these Terms constitutes your
50 express understanding and agreement that when personal data is provided
51 to LMI, such data will be processed in the United States. Any personal
52 data collected from or about users or licensees in connection with the
53 Service or Products, through the LMI website, or otherwise under these
54 Terms, will be maintained and processed in the United States by LMI or
55 a party acting on its behalf, as LMI's Services, Products and website
56 are provided via equipment and other resources located in the United
57 States. LMI's Privacy Policy describes how personally identifiable
58 information may be collected, used and disclosed.
59
60 2. Conduct
61
62 You and the Contracting Party are solely responsible for the content
63 of Your computer(s) and Your LMI account and any transmissions when
64 using the Products. LMI does, however, reserve the right to take
65 any action with respect to the same that LMI in its sole discretion
66 deems necessary or appropriate. The use of the Products by You and the
67 Contracting Party is subject to the end user license terms set forth
68 herein and all applicable laws, rules and regulations, including local,
69 state, national and international laws, rules and regulations (including
70 without limitation those governing account collection, export control,
71 consumer protection, unfair competition, anti-discrimination or false
72 advertising). You and the Contracting Party agree: (i) to comply with
73 all applicable laws, rules and regulations, including local, state,
74 national and international laws, rules and regulations (including
75 without limitation those governing account collection, export control,
76 consumer protection, unfair competition, anti-discrimination or false
77 advertising); (ii) not to post, distribute, or otherwise make available
78 or transmit any software or other computer files that contain a virus,
79 trojan horse, worm or other harmful or destructive component; (iii) not
80 to use the Products for any illegal purposes; (iv) not to delete from
81 the Products, Software, documentation or any web site used in connection
82 with the Products, any legal notices, disclaimers, or proprietary notices
83 such as copyright or trademark notices, or modify any logos that You or
84 the Contracting Party do not own or have express permission to modify;
85 (v) not to interfere or disrupt networks connected to the Service; (vi)
86 not to use the Products to infringe any third party's copyright, patent,
87 trademark, trade secret or other proprietary rights or rights of publicity
88 or privacy; and (vii) not to transmit any unlawful, harassing, libelous,
89 defamatory, racist, indecent, abusive, violent, threatening, intimidating,
90 harmful, vulgar, obscene, offensive or otherwise objectionable material
91 of any kind or nature. You and the Contracting Party will not attempt
92 to gain unauthorized access to other computer systems or interfere with
93 another user's use and enjoyment of the Products. The Contracting Party
94 agrees it is responsible for all actions and inactions of its employees
95 and consultants and will use commercially reasonable efforts to monitor
96 its employees and consultants.
97
98 3. Modifications
99
100 LMI may amend these Terms at any time by (i) posting a revised Terms
101 document on or accessible through https://secure.logmein.com and/or (ii)
102 sending information regarding the Terms amendment to the email address
103 You may be required to provide to LMI. You and the Contracting Party are
104 responsible for regularly reviewing the https://secure.logmein.com site
105 to obtain timely notice of such amendments. You and the Contracting Party
106 manifest intent to accept these amended terms if You or the Contracting
107 Party continues to use any of the Products after such amended terms
108 have been posted or sent to You or the Contracting Party. If You or the
109 Contracting Party do not agree with any such amended terms You shall
110 notify LMI during the 30 day period after such amended terms have been
111 posted and at the end of such 30 day period these Terms shall be deemed
112 terminated unless LMI agrees to waive such amended terms to which You
113 object. Otherwise, these Terms may not be amended except in writing signed
114 by both parties. Further, LMI reserves the right to modify or discontinue
115 any Product for any reason or no reason with or without notice to You or
116 the Contracting Party. LMI shall not be liable to You or the Contracting
117 Party or any third party should LMI exercise its right to revise these
118 Terms or modify or discontinue a Product.
119
120 4. Passwords and Security
121
122 4.1 As part of the registration process described above for each Service
123 with the exception of LogMeIn Hamachi or LogMeIn Hamachi2 services,
124 You and the Contracting Party must use Your email address as Your
125 user name and choose a password for access to Your account and to Your
126 designated computers (You should choose a password for the Service that
127 is different from the username and password to Your computer). You
128 and the Contracting Party agree to carefully safeguard all of Your
129 passwords. You and the Contracting Party are solely responsible if
130 You or the Contracting Party do not maintain the confidentiality of
131 Your passwords and account information. Furthermore, You and the
132 Contracting Party are solely responsible for any and all activity
133 that occurs under Your account. You and the Contracting Party agree
134 immediately to notify LMI of any unauthorized use of Your account or
135 any other breach of security known to You or the Contracting Party,
136 including if You or the Contracting Party believe that Your password or
137 account information has been stolen or otherwise compromised. Access to,
138 and use of, password-protected and/or secure aspects of the Service is
139 restricted to authorized users only. Unauthorized individuals attempting
140 to use the Service may be subject to prosecution. 4.2 LMI is not liable
141 for any loss incurred by You or the Contracting Party, resulting from
142 another's use of Your password, account, or public / private key,
143 as may be applicable, either with or without Your knowledge. However,
144 You and the Contracting Party may be held liable for losses incurred by
145 LMI or another party due to another's use of Your password, account,
146 or public / private key, as may be applicable, either with or without
147 Your knowledge. You and the Contracting Party shall not access or use
148 someone else's account at any time, without the permission of the account
149 holder. 4.3 LMI does not send emails asking for a user's username and
150 password or its Windows username and password or any other username or
151 password. To keep the Products secure, You and the Contracting Party
152 should keep all usernames and passwords confidential.
153
154 5. End User License Agreement
155
156 These end user license terms grant a right and license allowing You and
157 the Contracting Party to use the Software and other software associated
158 with the Service (together, the "Licensed Programs") under certain
159 restrictions, terms and conditions (the "License Agreement"). You and the
160 Contracting Party are consenting to be bound by this License Agreement
161 by your use of the Products.
162
163 5.1 The Licensed Programs are made available for download solely
164 for use by You and the Contracting Party and only according to this
165 License Agreement. Any reproduction, resale or redistribution of
166 the Licensed Programs that is not in accordance with this License
167 Agreement is expressly prohibited, and may result in severe civil and
168 criminal penalties. Violators will be prosecuted to the maximum extent
169 possible. LMI is not transferring title to the Licensed Programs to You
170 or the Contracting Party. This license may not be transferred by You or
171 the Contracting Party to any third party and is non-exclusive.
172
173 5.2 You and the Contracting Party acknowledge that the Licensed Programs
174 are proprietary to LMI or its suppliers and are protected by copyrights,
175 trademarks, service marks, patents and/or other proprietary rights and
176 laws. Therefore, You and the Contracting Party agree that You and the
177 Contracting Party are only permitted to use the Licensed Programs as
178 expressly authorized by LMI and this License Agreement. You and the
179 Contracting Party may not remove any proprietary notices or labels
180 from the Licensed Programs. You may copy the Licensed Programs for
181 archival purposes only, provided any copy must contain all original
182 proprietary notices. You and the Contracting Party may not alter, modify,
183 redistribute, sell, auction, decompile, reverse engineer, disassemble or
184 otherwise reduce the Licensed Programs to a human-readable form. You and
185 the Contracting Party may not reproduce (except for archival purposes),
186 distribute or create derivative works based on the Licensed Programs
187 without expressly being authorized in writing to do so by LMI. Further,
188 You and the Contracting Party may not rent, lease, grant a security
189 interest in or otherwise transfer rights to the Licensed Programs. All
190 rights not expressly granted in this License Agreement are reserved to
191 LMI and its suppliers.
192
193 5.3 ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH
194 THE SERVICE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY
195 LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE
196 INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM,
197 OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LMI. YOU, THE
198 CONTRACTING PARTY AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO
199 MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY
200 MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
201
202 6. Disclaimer of Warranties
203
204 6.1 Although LMI has attempted to provide accurate information with
205 regard to the Products, LMI assumes no responsibility for the accuracy
206 or inaccuracy of any information provided. LMI may change the Products
207 at any time without notice. Mention of non-LMI products or services is
208 for information purposes only and constitutes neither an endorsement nor
209 a recommendation. Use of the Products is at the Your and the Contracting
210 Party's risk.
211
212 6.2 ALL INFORMATION, DOCUMENTATION AND PRODUCTS PROVIDED BY LMI ARE
213 PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED
214 OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES
215 OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
216 NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
217 PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMI EXPRESSLY DISCLAIMS
218 ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH
219 RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW,
220 CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. LMI MAKES NO
221 WARRANTY THAT THE PRODUCTS WILL MEET YOUR OR THE CONTRACTING PARTY'S
222 REQUIREMENTS OR THAT THE PRODUCT WILL BE UNINTERRUPTED, TIMELY OR
223 ERROR FREE, NOR DOES LMI MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY
224 BE OBTAINED FROM THE USE OF THE PRODUCTS OR THE ACCURACY OF ANY OTHER
225 INFORMATION OBTAINED THROUGH THE PRODUCTS. YOU AND THE CONTRACTING
226 PARTY UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR
227 OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT YOUR OWN
228 RISK AND THAT YOU AND THE CONTRACTING PARTY WILL BE SOLELY RESPONSIBLE
229 FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
230 FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR
231 OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS
232 REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE PRODUCTS,
233 WHETHER MADE BY EMPLOYEES OF LMI OR OTHERWISE, WHICH IS NOT CONTAINED IN
234 THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY LMI FOR ANY PURPOSE,
235 OR GIVE RISE TO ANY LIABILITY OF LMI WHATSOEVER.
236
237 7. Limitations of Damages and Liability
238
239 7.1 YOU AND THE CONTRACTING PARTY AGREE THAT THE CONSIDERATION WHICH LMI
240 IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION
241 BY LMI OF THE RISK OF YOUR AND THE CONTRACTING PARTY'S INCIDENTAL,
242 CONSEQUENTIAL OR OTHER INDIRECT DAMAGES. LMI AND ITS SUPPLIERS SHALL NOT
243 BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT
244 DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS
245 OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR
246 DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO
247 CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LMI BE
248 LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE
249 INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF LMI OR ITS
250 SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND
251 THE CONTRACTING PARTY AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST LMI OR
252 ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
253 OR EMPLOYEES.
254
255 7.2 YOU AND THE CONTRACTING PARTY EXPRESLY AGREE THAT YOUR USE OF THE
256 PRODUCTS IS AT YOUR OWN RISK. IN NO EVENT SHALL LMI'S TOTAL LIABILITY FROM
257 ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR
258 OTHERWISE) EXCEED THE AMOUNT YOU PAID TO LMI, IF ANY, FOR THE PRODUCTS
259 DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE
260 LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE
261 LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
262
263 7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND
264 CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING
265 AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2)
266 SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
267
268 8. Title
269
270 Title, ownership rights and intellectual property rights in the Products
271 shall remain with LMI or its suppliers, as applicable. The Products
272 are protected by copyright and other intellectual property laws and
273 by international treaties. Title and related rights in the content
274 accessed through the Products is the property of the applicable content
275 owner and is protected by applicable law. The licenses granted under
276 these Terms gives the You and the Contracting Party no rights to such
277 content. "LogMeIn," associated logos, and other names, logos, icons and
278 marks identifying LMI's products and services are trademarks or service
279 marks of LMI (collectively the "Trademarks") and may not be used without
280 the prior written permission of LMI. All other product names mentioned
281 are used for identification purposes only and may be trademarks or
282 service marks of their respective holders. Nothing should be construed
283 as granting, by implication, estoppel, or otherwise, any license or right
284 to use any Trademark without the written permission of LMI or such third
285 party that may own the trademarks. Use by You and the Contracting Party of
286 the Trademarks except as provided in these Terms is strictly prohibited.
287
288 9. Fees and Renewals
289
290 9.1 Month-to-Month Subscription by Credit Card Only. In the event that
291 Your subscription to the Service is on a monthly basis, payment of the
292 subscription fee will be by preauthorized credit card charge, PayPal
293 charge or direct debit, and Your subscription will automatically renew
294 each calendar month unless You or LMI give written (including email)
295 notice of non-renewal during the prior calendar month. Your credit card
296 will be charged the monthly fee for each month or partial month that
297 Your monthly subscription is in effect.
298
299 9.2 Annual Subscription by Credit Card. In the event that Your
300 subscription to the Service is for a year and the payment is by credit
301 card, PayPal charge or direct debit, Your subscription will automatically
302 renew at the beginning of each subsequent anniversary year unless You or
303 LMI give prior written (including email) notice of non-renewal at least
304 30 days prior to the expiration of Your current year subscription. Upon
305 any annual renewal, the payment arrangements in place for the prior
306 subscription year shall remain in place, unless You and LMI agree
307 otherwise.
308
309 9.3 Annual Subscription By Invoice. In the event that Your subscription
310 to the Service is for a year and the initial payment is by check or bank
311 draft against an invoice from LogMeIn, payment being due within thirty
312 (30) days' of the date of invoice. Additionally, Your subscription will
313 automatically renew at the beginning of each subsequent anniversary
314 year unless You or LMI give prior written (including email) notice
315 of non-renewal at least thirty (30) days prior to the expiration of
316 the current year subscription. Upon any annual renewal, the payment
317 arrangements in place for the prior subscription year shall remain
318 in place, unless You and LMI agree otherwise and LMI will invoice you
319 accordingly.
320
321 9.4 Free Subscriptions. Notwithstanding the foregoing provisions of these
322 Terms, Your subscription to LogMeIn Free and to LogMeIn Hamachi or LogMeIn
323 Hamachi2 that are free do not require the payment of a subscription fee.
324
325 9.5 No Cancellation. Notwithstanding any provision of these Terms or any
326 course of dealing between the parties, You and the Contracting Party
327 may not cancel, terminate or rescind a subscription. All payments by
328 You and the Contracting Party, or either of you, to LMI are final.
329
330 9.6 Credit Card Authorization. In the event that You or the Contracting
331 Party cancel the credit card provided to LMI or the card is otherwise
332 terminated, You or the Contracting Party must immediately provide LMI with
333 a new valid credit card number. You and the Contracting Party authorize
334 LMI, from time to time, to undertake steps to determine whether the
335 credit card number provided to LMI is a valid credit card number. In the
336 event that You or the Contracting Party do not provide LMI with a current
337 valid credit card number with sufficient credit upon request during the
338 effective period of these Terms, You and the Contracting Party will be
339 in violation of these Terms. LMI reserves the right to automatically
340 update Your or the Contracting Party’s credit card information using
341 software designed for updating purposes and You and the Contracting
342 Party hereby authorize and approve any such updating.
343
344 9.7 Payment via PayPal®. LMI also accepts PayPal for payments from PayPal
345 account. In order to pay with PayPal, You or the Contracting Party need
346 to have an account with PayPal. When You or the Contracting Party select
347 PayPal to make payments the transaction is re-directed from LMI's site
348 to PayPal's payment site. Once directed to PayPal's site, PayPal is
349 charged with protecting Your and the Contracting Party's personal and
350 financial information. Your or the Contracting Party's PayPal account
351 and any activities related thereto are governed by PayPal's terms and
352 conditions, and the information provided to PayPal in relation thereto
353 will be governed by PayPal's privacy policy. When PayPal is used, Your
354 and the Contracting Party's financial information is not shared with
355 LMI. Once payment is complete via PayPal, PayPal will email a receipt
356 for this transaction. LMI reserves the right to request proof of identity
357 from any PayPal member.
358
359 9.8 SMS Messaging. If You or the Contracting Party are licensing
360 Rescue+Mobile pursuant to this agreement, You and the Contracting
361 Party are entitled to a combined maximum of one hundred (100) SMS text
362 messages per seat, per month of this agreement. If You or the Contracting
363 Party exceed this combined maximum amount per seat, per month, You
364 and the Contracting Party agree to negotiate in good faith with LMI a
365 commercially reasonable rate per text message over one hundred (100)
366 per seat, per month.
367
368 9.9 Payment Due. Unless specifically provided otherwise herein, payment
369 of all fees are due and payable to LMI without demand, invoicing or
370 notice before the commencement of the period to which those fees apply.
371
372 9.10 Taxes. You and the Contracting Party agree to be responsible for
373 and to pay any sales, personal property, use, VAT, excise, withholding,
374 or any other taxes that may be imposed, based on this license, use or
375 possession of a Product, or any other product or service provided under
376 this Agreement, excluding taxes based on net income payable by LMI.
377
378 9.11 Trial Offers, Coupons, Credits and Special Offers. LMI reserves
379 the right to discontinue or modify any coupons, credits and special
380 promotional offers at our discretion.
381
382 9.12 Information Purge. If You or the Contracting Party fail to make
383 required payments regarding your account or in any other way breach these
384 Terms or these Terms are terminated or expire, LMI may, at its discretion,
385 purge Your or the Contracting Party’s data from its systems, including
386 but not limited to, account information, users, settings, and any data
387 (files, etc.) that may be stored by LMI.
388
389 9.13 LogMeIn Hamachi Subscription. LogMeIn Hamachi and LogMeIn
390 Hamachi2 are licensed using two distinct methods based on status as
391 a commercial or non-commercial user. Commercial users are defined
392 as for-profit businesses, government institutions (federal, state,
393 local), educational institutions (including universities and state or
394 local school systems), any individuals using the product on behalf
395 of such entities or institutions and any other individual or entity
396 not specifically defined as a "Non-commercial user". Non-commercial
397 users are defined as individuals using the product for personal use,
398 such as a gaming or family network, and non-profit institutions
399 (as defined by the IRS as a 501c corporation or similarly situated
400 international non-profits). Commercial users must pay LMI a monthly or
401 annual subscription fee in accordance with the terms hereof in order to
402 use LogMeIn Hamachi or LogMeIn Hamachi2. Non-commercial users may use
403 LogMeIn Hamachi or LogMeIn Hamachi2 free of charge and without the need
404 to pay any subscription fee. Prior to subscribing to LogMeIn Hamachi
405 or LogMeIn Hamachi2, You/the Contracting Party will be asked to verify
406 status as a commercial or non-commercial user. All final determinations
407 shall be made by LMI in its sole discretion. LMI reserves the right,
408 in accordance with its terms and conditions of use, to discontinue any
409 subscription to LogMeIn Hamachi or LogMeIn Hamachi2.
410
411 10. Termination
412
413 LMI may in its sole discretion immediately terminate these Terms and this
414 subscription, license and right to use any Product if (i) the Contracting
415 Party declares bankruptcy, is involved in any bankruptcy proceedings or
416 is otherwise insolvent, (ii) You or the Contracting Party breach these
417 Terms; (iii) LMI is unable to verify or authenticate any information You
418 provide to LMI; (iv) such information is or becomes inaccurate; or (v) LMI
419 decides, in its sole discretion, to discontinue offering the Product. LMI
420 shall not be liable to You, the Contracting Party or any third party for
421 termination of the Service or use of the Products. Upon expiration or
422 termination for any reason, You and the Contracting Party are no longer
423 authorized to use the Products. When these Terms are terminated and/or
424 the subscription is canceled, You and the Contracting Party will no longer
425 have access to data and other material You or the Contracting Party have
426 stored in connection with any Service and that material may be deleted
427 by LMI. All disclaimers, limitations of warranties and damages, and
428 confidential commitments set forth in these Terms or otherwise existing
429 at law survive any termination, expiration or rescission of these Terms.
430
431 11. Maintenance and Updates
432
433 You understand that LMI may update the Products at any time, but is under
434 no obligation to inform You or the Contracting Party of or furnish to
435 You or the Contracting Party any such updates. These Terms do not grant
436 You or the Contracting Party any right, license or interest in or to
437 any support, maintenance, improvements, modifications, enhancements
438 or updates to the Products or supporting documentation. To the extent
439 that LMI supplies any updates to You or the Contracting Party, such
440 updates will be deemed to be subject to the terms of these Terms unless
441 LMI indicates otherwise. LMI reserves the right to charge fees for any
442 future versions of, or updates to, the Products.
443
444 12. Export Law Assurances
445
446 The Products are subject to the United States Export Administration
447 Regulations. No Software or Service may be downloaded, used or exported
448 (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan,
449 Syria, or any other country to which the United States has embargoed
450 goods; or (ii) any person or entity on the United States Treasury
451 Department's list of Specially Designated Nationals or the U.S. Commerce
452 Department's Denied Persons List or Entity List, or otherwise designated
453 as prohibited from receiving U.S. exports. By subscribing to the Service
454 or using any of the Software, You and the Contracting Party represent
455 and warrant that you and it are not- and are not controlled by - any
456 such person or entity and are not controlled by a national or resident
457 of any such country.
458
459 13. High Risk Activities
460
461 The Products are not fault-tolerant and are not designed, manufactured
462 or intended for use or resale as or with on-line control equipment in
463 hazardous environments requiring fail-safe performance, such as in the
464 operation of nuclear facilities, aircraft navigation or communication
465 systems, air traffic control, direct life support machines or weapon
466 systems in which the failure of the Products could lead directly to death,
467 personal injury or severe physical or environmental damage ("High Risk
468 Activities"). Accordingly, LMI and its suppliers specifically disclaim
469 any express or implied warranty of fitness for High Risk Activities.
470
471 14. Miscellaneous
472
473 14.1 These Terms represents the complete agreement concerning the subject
474 matter of the Terms and license granted hereunder and, except as set forth
475 herein, may be amended only by a writing executed by both parties. You and
476 the Contracting Party understand and agree that You and the Contracting
477 Party are solely responsible for periodically reviewing these Terms.
478
479 14.2 These Terms shall be governed by and construed in accordance with
480 the laws of the Commonwealth of Massachusetts and the laws of the
481 United States, without giving effect to any principles of conflict
482 of law. You and the Contracting Party agree that any action at law
483 or in equity arising out of or relating to these Terms shall be filed
484 only in the state or federal courts located in Boston, Massachusetts,
485 and You and the Contracting Party hereby consent and submit to the
486 personal jurisdiction of such courts for the purposes of litigating
487 any such action. The parties specifically disclaim applicability of (i)
488 the United Nations Convention on the Sale of Goods and (ii) any Incoterms.
489
490 14.3 If any of the provisions of these Terms shall be unlawful, void,
491 or for any reason unenforceable, then that provision shall be deemed
492 severable from these Terms and shall not affect the validity and
493 enforceability of any remaining provisions.
494
495 14.4 LMI shall have the right to publish the identification of You and
496 the Contracting Party as users of the Service. You and the Contracting
497 Party agree that LMI may use any logo and/or name associated with You
498 or the Contracting Party on LMI's web site and other marketing materials
499 in order to identify You and the Contracting Party as LMI's customers.
500
501 14.5 Notices by LMI to You or the Contracting Party may be sent to
502 the email address You provide on the Registration Form or otherwise by
503 any means that LMI determines in its sole discretion as likely to come
504 to Your attention. All notices by You or the Contracting Party sent to
505 LMI in connection with these Terms shall be in writing and sent by first
506 class mail or certified mail (receipt being deemed 72 hours after postage
507 and return receipt requested) or personally delivered at the address of
508 LMI set forth herein.
509
510 14.6 You and the Contracting Party agree not to bring or participate
511 in any class action lawsuit against LMI or any of its employees or
512 affiliates. You and the Contracting Party agree that you will not bring a
513 claim under these Terms more than two years after the expiration of these
514 Terms. The failure of LMI to partially or fully exercise any right shall
515 not prevent the subsequent exercise of such right. The waiver by LMI of
516 any breach shall not be deemed a waiver of any subsequent breach of the
517 same or any other term of these Terms. No remedy made available to LMI
518 by any of the provisions of these Terms is intended to be exclusive of
519 any other remedy, and each and every remedy shall be cumulative and in
520 addition to every other remedy available at law or in equity.
521
522 14.7 You and the Contracting Party acknowledge and agree that LMI is
523 in the business of providing remote access solutions and that LMI may
524 provide services to third parties, including competitors of You and the
525 Contracting Party, which are the same or similar to the services provided
526 to You and the Contracting Party hereunder.
527
528 15. Indemnification
529
530 You and the Contracting Party are responsible for maintaining the
531 confidentiality of Your account and password(s). You and the Contracting
532 Party are also responsible for all activities that occur under Your
533 account. You and the Contracting Party hereby agree to indemnify, defend
534 and hold LMI and its affiliates, employees, officers, directors, owners,
535 information providers, agents, licensees, licensors (the "Indemnified
536 Parties") harmless from and against any and all liabilities, claims,
537 costs, including reasonable attorneys' fees, incurred by the Indemnified
538 Parties in connection with any demand, claims, action, suit, or loss
539 arising as a result of (a) any breach by You or the Contracting Party of
540 these terms of use or claims arising from Your or the Contracting Party's
541 account; (b) any fraud or manipulation by You or the Contracting Party;
542 (c) a third-party claim, action or allegation of infringement based
543 on information, data, files or other content submitted by You or the
544 Contracting Party; or (d) any claims of credit card fraud based on
545 any information released by You or the Contracting Party. You and the
546 Contracting Party agree to use best efforts to cooperate with LMI in the
547 defense of any demand, claim, action or suit. LMI reserves the right to
548 assume the exclusive defense of any matter subject to indemnification
549 by You and the Contracting Party at LMI's own expense.
550
551 16. Confidentiality
552
553 You and the Contracting Party shall maintain the confidentiality of
554 information that has been, and will continue to be, provided to You by
555 LMI in connection with the use of the Products. You and the Contracting
556 Party specifically agree as follows:
557
558 16.1 Obligations. You and the Contracting Party shall (a) maintain
559 in confidence all such information, including but not limited to the
560 Software and Products, (b) not disclose any such information to anyone
561 except Your employees, agents, and consultants on a need-to-know basis
562 (and who have been informed of and acknowledge their obligation to be
563 bound by the terms of these confidentiality terms), and (c) not use LMI's
564 confidential information for any purpose other than that for which it is
565 disclosed. All confidential information shall remain the sole property
566 of LMI. You and the Contracting Party shall have no right, title, or
567 interest in or to the confidential information.
568
569 16.2 Confidential Information. Information considered confidential by
570 LMI includes, without limitation, information of LMI relating to (a)
571 matters of a technical nature such as trade secret processes or devices,
572 know-how, data, formulas, inventions (whether or not patentable or
573 copyrighted), specifications and characteristics of products or services
574 planned or being developed, and research subjects, methods and results,
575 (b) matters of a business nature such as information about costs,
576 profits, pricing, policies, markets, sales, suppliers, customers,
577 product plans, and business concepts, plans or strategies, (c) matters
578 of a human resources nature such as employment policies and practices,
579 personnel, compensation and employee benefits, (d) other information of
580 a similar nature not generally disclosed by LMI to the public or other
581 information You or the Contracting Party should reasonably believe the
582 be confidential given the circumstances, (e) information concerning Your
583 use of the Products, and (f) the Products.
584
585 16.3 Exclusions. The obligations imposed by these confidentiality terms
586 shall not apply to any information that (a) is proven by You to have
587 been rightfully received from a third party without accompanying use
588 or disclosure restrictions; or (b) is or becomes generally publicly
589 available through no wrongful act of You or the Contracting Party or
590 any other person or entity with a confidentiality obligation; or (c)
591 is already known to You prior to the date of disclosure as evidenced by
592 documentation bearing a date prior to the date of disclosure; or (d) is
593 approved for release in writing by an authorized representative of LMI; or
594 (e) is required to be disclosed pursuant to court order, duly authorized
595 subpoena, or governmental authority (but You or the Contracting Party
596 shall immediately give LMI written notice and an opportunity to contest
597 such required disclosure).
598
599 16.4 Remedies. The parties agree that the remedy at law for any breach of
600 any of the covenants and agreements set forth in these confidentiality
601 terms may be inadequate and that, in the event of any such breach or
602 threatened breach, LMI shall, in addition to all other remedies which may
603 be available to it at law, be entitled to equitable relief in the form of
604 preliminary and permanent injunctions without the necessity of proving
605 damages. You and the Contracting Party further agree that the terms of
606 these confidentiality terms shall in no way restrict or limit any other
607 remedies LMI may have against You and the Contracting Party. LMI shall
608 be entitled to recover the costs including reasonable attorney's fees,
609 to enforce its rights under these confidentiality terms.
610
611 16.5 Return of Confidential Information. Upon the written request of
612 LMI, You and the Contracting Party shall return, or certify that it
613 has destroyed, all information disclosed under these confidentiality
614 terms and any memorandum, diagrams, or any other documents containing
615 any information disclosed under these confidentiality terms.
616
617 16.6 Enforceability. In the event any one or more of the provisions of
618 these confidentiality terms shall be invalid, illegal or unenforceable in
619 any respect, the validity, legality and enforceability of the remaining
620 provisions contained herein shall not in any way be affected or impaired
621 thereby.
622
623 16.7 Application. This Confidentiality Agreement shall control in lieu of
624 and notwithstanding any proprietary or restrictive legends or statements
625 inconsistent with these confidentiality terms that may be associated
626 with any particular information disclosed hereunder.
627
628 16.8 Surviving Obligations. The confidentiality obligations under these
629 Terms shall survive any termination, expirations, or rescission of
630 these Terms, as well as continue beyond any time in which You or the
631 Contracting Party were using the Service.
632
633 17. Force Majeure
634
635 No party shall be liable for any performance failure, delay in
636 performance, or lost data under these Terms (other than for delay in
637 the payment of money due and payable hereunder) to the extent said
638 failures or delays are proximately caused by (i) failures of Software
639 or other computer programming, (ii) natural weather events, or (iii)
640 any other causes beyond that party's reasonable control and occurring
641 without its fault or negligence, including, without limitation, failure
642 of suppliers, subcontractors, and carriers, or party to substantially
643 meet its performance obligations under these Terms, provided that in
644 any such event, as a condition to the claim of non-liability, the party
645 experiencing the difficulty shall give the other prompt written notice,
646 with full details following the occurrence of the cause relied upon.
647 Copyright © 2003 – 2009 LogMeIn, Inc. All rights reserved.

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